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Moran v. Household International, Inc.

Supreme Court of Delaware
500 A.2d 1346 (1985)


The board of directors (defendants) of Household International, Inc. (Household) (defendant) adopted a shareholder rights plan. Under the plan, if a single entity made a tender offer for at least 30 percent of Household’s shares or acquired at least 20 percent of Household’s shares, Household’s existing stockholders would have the right to buy that entity’s shares at half price following the entity’s acquisition of the shares. The plan was adopted as a defense against future hostile takeovers. Moran (plaintiff) was one of two directors who voted against the plan. Moran was also the chairman of the Dyson-Kissner-Moran Corporation (DKM) (plaintiff), which was the single largest stockholder of Household and had considered a buyout of Household. Moran and DKM (Moran) sued Household and its directors. The chancery court affirmed the rights plan as a valid exercise of the Household board’s business judgment. Moran appealed to the Delaware Supreme Court.

Rule of Law


Holding and Reasoning (McNeilly, J.)

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